HERITAGE FINANCIAL CORP /WA/ (Form: 8-K, Received: 02/01/2017 14:46:59)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities and Exchange Act of 1934

Date of Report

(Date of earliest event reported):

February 1, 2017

HERITAGE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)



WASHINGTON	0-29480	91-1857900
(State or other jurisdiction of incorporation)	(Commission File Number)	IRS Employer Identification No.



201 Fifth Avenue S.W. Olympia WA	98501
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (360) 943-1500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01 – REGULATION FD DISCLOSURE

President and Chief Executive Officer Brian L. Vance and other members of management will be providing an information update to potential investors on a one-on-one basis on February 1-2, 2017 at the FIG Partners 2017 West Coast CEO Forum in Los Angeles, California. Mr. Vance will also be participating on a panel of banking executives.

Attached as Exhibit 99.1 is a copy of the presentation materials that were provided to investors.

ITEM 8.01 – OTHER EVENTS

The 2014 Omnibus Equity Plan and form of award agreements have been amended to conform with an accounting change effective January 1, 2017. The change addresses the withholding for taxes upon release of an award from the minimum statutory withholding to the maximum statutory tax rate for each applicable tax jurisdiction. Additionally, a Cash Incentive form of award agreement was approved by the Board of Directors.

Attached as Exhibit 99.2 is the first amendment to the 2014 Omnibus Equity Plan and Exhibits 99.3 through 99.8 detail the form of award agreements.

ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS*



	(d)		Exhibits

The following exhibit is being filed herewith:



99.1		Heritage Financial Corporation Presentation Materials

99.2		First Amendment to the 2014 Omnibus Equity Plan

99.3		Restricted Stock Unit Form of Award Agreement

99.4		Restricted Stock Unit with Performance Vesting Form of Award Agreement

99.5		Incentive Stock Option Form of Award Agreement

99.6		Nonqualified Stock Option Form of Award Agreement

99.7		Restricted Stock Award Form of Award Agreement

99.8		Cash Incentive Form of Award Agreement



*	The information furnished under Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of Heritage Financial Corporation under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



HERITAGE FINANCIAL CORPORATION

By:		/S/ BRIAN L. VANCE ____________________
		Brian L. Vance President and Chief Executive Officer

Dated: February 1, 2017

FIG Partners West Coast Bank CEO Forum February 2017 Brian Vance Chief Executive Officer Don Hinson Chief Financial Officer Bryan McDonald Chief Lending Officer

FORWARD – LOOKING STATEMENT 2 This presentation contains forward-looking statements that are subject to risks and uncertainties, including, but not limited to: • The expected revenues, cost savings, synergies and other benefits from our other merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to, customer and employee retention might be greater than expected; • The credit and concentration risks of lending activities; • Changes in general economic conditions, either nationally or in our market areas; • Competitive market pricing factors and interest rate risks; • Market interest rate volatility; • Balance sheet (for example, loans) concentrations; • Fluctuations in demand for loans and other financial services in our market areas; • Changes in legislative or regulatory requirements or the results of regulatory examinations; • The ability to recruit and retain key management and staff; • Risks associated with our ability to implement our expansion strategy and merger integration; • Stability of funding sources and continued availability of borrowings; • Adverse changes in the securities markets; • The inability of key third-party providers to perform their obligations to us; • Changes in accounting policies and practices and the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; and • These and other risks as may be detailed from time to time in our filings with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance on any forward-looking statements. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to the Company. The Company does not undertake and specifically disclaims any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for the first quarter of 2017 and beyond to differ materially from those expressed in any forward-looking statements by, or on behalf of, us, and could negatively affect the Company’s operating and stock price performance.

3 COMPANY OVERVIEW

OVERVIEW 4 Overview NASDAQ Symbol HFWA Market Capitalization $777.3 million Institutional Ownership 73.8% Total Assets $3.88 billion Headquarters Olympia, WA # of Branches 63 Year Established 1927 Note: Financial information as of 12/31/2016 and market information as of 01/27/2017 Three banks, one charter

5 HISTORICAL GROWTH – ORGANIC AND ACQUISITIVE Source: Company financials, as of 12/31/2016 Note: All dollars in millions Acquired North Pacific Bancorporation Acquired Washington Independent Bancshares Inc. Acquired Western Washington Bancorp Completed 2 FDIC deals - Pierce Commercial Bank and Cowlitz Bank acquiring $211M and $345M in assets, respectively Acquired Valley Community Bancshares, Inc. with $254M in assets and Northwest Commercial Bank with $65M in assets Merger with Washington Banking Company  In addition to organic growth, HFWA has completed 6 whole bank mergers and 2 FDIC-assisted transactions since 1998

6 STRONG AND DIVERSE ECONOMIC LANDSCAPE • Thriving local economy with job growth in technology and aerospace sectors • Seattle economy ranks 11th largest in the country by GDP, which increased 4.1% since 2013 • Seattle’s population grew 5.2% from 2010 to 2014 • Washington per capita income ranked 13th in the United States at $51,146, 7.3% higher than the national average* • Fortune 500 companies headquartered in Washington, include Amazon, Costco, Microsoft, PACCAR, Nordstrom, Weyerhaeuser, Expeditors, Alaska Air, Expedia and Starbucks • Seattle home prices increased 10.7% from October 2015 to October 2016** Headquartered in Western Washington Major Operations in Western Washington Note: Information for Seattle MSA, where available Sources: U.S. Department of Commerce, Federal Reserve Bank of St. Louis, Office of Financial Management, U.S. Census Bureau, City of Seattle, Puget Sound Economic Forecaster, National Association of Home Builders, S&P Case-Shiller * Per Office of Financial Management Information as of 7/13/2016 ** Per the Case-Shiller Home Price Index as of October 2016 Joint Base Lewis-McChord

7 FINANCIAL UPDATE

FINANCIAL UPDATE – Q4 & YTD 2016 8 • Diluted earnings per share were $0.33 for the quarter and $1.30 for the year • Return on average assets was 1.03% and return on average tangible common equity was 10.84% for the quarter • Declared a regular cash dividend of $0.12 per share on January 25, 2017 • Total loans receivable, net of allowance for loan losses, increased $60.9 million, or 2.4%, to $2.61 billion for the quarter and increased $237.4 million, or 10.0%, for the year Source: Company financials, as of 12/31/2016

9 LOAN PORTFOLIO Loan Portfolio TrendsLoan Portfolio Mix - % of Total Source: Company financials, as of 12/31/2016 Note: All dollars in millions *Excludes impact from incremental accretion on purchased loans • Total CRE of 54.5% of total loans • Total C&I and owner-occupied CRE of 45.3% of total loans • Core yield on loans of 4.62% YTD 2016* • Total loans, net of deferred costs of $2.64 billion • Loan originations of $206.2 million in Q4 2016 and $879.7 million YTD 1-4 Family 2.9% Owner- Occupied CRE 21.2% Nonowner- Occupied CRE 33.4% Commercial & Industrial 24.2% Construction & Land Development 6.0% Consumer 12.3% $1,029 $1,232 $2,257 $2,410 $2,652 89.4% 86.0% 76.7% 76.6% 81.2% 70.0% 75.0% 80.0% 85.0% 90.0% 95.0% $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 2012 2013 2014 2015 2016 Loans Receivable, net Net Loans / Deposits Ratio

10 KING COUNTY METRO Source: Company financials, as of 12/31/2016 Note: All dollars in millions Funds Under Management = Loans + Deposits $276 $284 $365 $400 $440 $83 $75 $105 $101 $99 $- $100 $200 $300 $400 $500 $600 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Loans Deposits $359$359 $470 $501 $538

11 DEPOSIT PROFILE Deposit TrendsDeposit Mix - % of Total Source: Company financials, as of 12/31/2016 Note: All dollars in millions • Noninterest bearing demand of 27.3% of total deposits • Non-maturity deposits of 88.9% of total deposits • Cost of total deposits of 0.16% for the year $1,118 $1,399 $2,906 $3,108 $3,230 22.1% 25.0% 24.4% 24.8% 27.3% 20.0% 21.0% 22.0% 23.0% 24.0% 25.0% 26.0% 27.0% 28.0% $- $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 2012 2013 2014 2015 2016 Total Deposits Noninterest Bearing Demand % of Total Deposits Noninterest Bearing Demand 27.3% NOW Accounts 29.8% Money Market Accounts 16.2% Savings Accounts 15.6% Certificates of Deposits 11.1%

12 NET INTEREST MARGIN TRENDS Net Interest Margin (Core vs. Accretion)* Source: Company financials, as of 12/31/2016 *Impact on net interest margin from incremental accretion on purchased loans 3.86% 3.87% 3.84% 3.76% 3.69% 3.82% 3.71% 3.77% 3.68% 0.88% 0.44% 0.35% 0.24% 0.28% 0.22% 0.29% 0.18% 0.17% 4.74% 4.31% 4.19% 4.00% 3.97% 4.04% 4.00% 3.95% 3.85% 2.00% 2.25% 2.50% 2.75% 3.00% 3.25% 3.50% 3.75% 4.00% 4.25% 4.50% 4.75% 5.00% Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Core NIM Accretion* Net Interest Margin

13 CASH, INTEREST EARNING DEPOSITS & INVESTMENT SECURITIES Cash, Interest Earning Deposits & Investment SecuritiesInvestment Portfolio Mix Source: Company financials, as of 12/31/2016 Note: All dollars in millions • Total cash, interest earning deposits and investment securities of $898.4 million, or 23.2% of total assets • Average yield on taxable investment securities of 1.86% in Q4 2016 • Average yield on non-taxable investment securities of 2.23% in Q4 2016 (tax equivalent yield of 3.35%) $154 $199 $779 $812 $795 $107 $146 $132 $133 $104 $- $100 $200 $300 $400 $500 $600 $700 $800 $900 $1,000 2012 2013 2014 2015 2016 Total Investment Securities Cash & Interest Earning Deposits MBS & CMOs U.S. Gov't Agency 65.1%Municipal Securities 29.9% US Treasury & U.S. Gov't Agency 0.2% Corporate & CLOs 3.4% Other 1.4%

14 NON-INTEREST EXPENSE Source: Company financials, as of 12/31/2016 Note: All dollars in thousands Overhead Ratio = Ratio of non-interest expense (annualized) to average total assets Non-Interest Expense Detail and Overhead Ratio $21,372 $27,903 $46,745 $48,074 $45,068 $29,020 $31,612 $52,634 $58,134 $61,405 3.72% 3.86% 3.49% 3.01% 2.78% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% 5.00% $- $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 2012 2013 2014 2015 2016 Non-Compensation Expense Compensation & Benefits Expense Overhead Ratio

CREDIT QUALITY TRENDS 15 Source: Company financials, as of 12/31/2016 Note: All dollars in thousands - - - - $29,746 $29,667 $28,426 $30,211 $31,083 1.24% 1.21% 1.13% 1.17% 1.18% 1.05% 1.10% 1.15% 1.20% 1.25% 1.30% 1.35% 1.40% 1.45% 1.50% $- $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 A LL L/ L o a n s, n et A LL L ALLL ALLL / Loans Receivable, net ALLL/Loans Receivable, net $29,746 $29,667 $28,426 $30,211 $31,083 1.24% 1.21% 1.13% 1.17% 1.18% 1.05% 1.10% 1.15% 1.20% 1.25% 1.30% 1.35% 1.40% 1.45% 1.50% $- $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 A LL / Lo a n s R ec ei va bl e, n et A LL L ALLL ALLL / Loans Receivable, net $382 $1,218 $2,361 $(290) $305 0.06% 0.20% 0.38% -0.05% 0.05% -0.10% -0.05% 0.00% 0.05% 0.10% 0.15% 0.20% 0.25% 0.30% 0.35% 0.40% 0.45% $(500) $- $500 $1,000 $1,500 $2,000 $2,500 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 N CO s / A vg . L o a n s N e t C h a rg e -O ff s/ (R ec o ve ri es ) Net Charge Offs /(Recoveries) Net Charge-Offs and NCOs Annualized/Avg. Loans NPAs / Assets $1,124 $1,139 $1,120 $1,495 $1,177 $- $200 $400 $600 $800 $1,000 $1,200 $1,400 $1,600 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Pr o vi si o n Ex p en se Provision Expense 0.32% 0.39% 0.41% 0.30% 0.30% 0.00% 0.05% 0.10% 0.15% 0.20% 0.25% 0.30% 0.35% 0.40% 0.45% Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 N PA s / A ss et s

CAPITAL RATIO TRENDS 16Source: Company financials, as of 12/31/2016 - - - - Tier-1 Capital Ratio 11.3% 10.2% 10.4% 10.3% 0.00% 4.00% 8.00% 12.00% 2013 2014 2015 2016 11.4% 9.8% 9.7% 9.5% 0.00% 4.00% 8.00% 12.00% 2013 2014 2015 2016 15.5% 13.9% 12.7% 12.1% 0.00% 4.00% 8.00% 12.00% 16.00% 20.00% 2013 2014 2015 2016 16.8% 15.1% 13.7% 13.1% 0.00% 4.00% 8.00% 12.00% 16.00% 20.00% 2013 2014 2015 2016 Tangible Common Equity Ratio Risk Based Capital Ratio Leverage Ratio

PROFITABILITY TRENDS 17 Source: Company financials, as of 12/31/2016 Note: All dollars in thousands, except per share - - - - Diluted Earnings Per Share $0.32 $0.30 $0.30 $0.37 $0.33 $- $0.05 $0.10 $0.15 $0.20 $0.25 $0.30 $0.35 $0.40 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 ROAA $9,493 $9,091 $8,895 $11,039 $9,893 $- $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $14,000 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Dividends Per Share* 1.04% 1.00% 0.96% 1.16% 1.03% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 11.04% 10.48% 10.03% 11.99% 10.84% 9.00% 9.50% 10.00% 10.50% 11.00% 11.50% 12.00% 12.50% Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 ROATCE Net Income

TOTAL SHAREHOLDER RETURN 18 Total Return* – Last Twelve Months Source: SNL Financial, as of 01/27/2017 Note: SNL U.S. Bank $1B-$5B index includes banks nationwide with total assets of $1.0 billion to $5.0 billion *Total return includes stock price appreciation and reinvested dividends **Average Street EPS estimates, per FactSet Research Systems, Inc. ***Dividends based on date declared +24.7% +58.7% +59.1% - - Dividends Per Share*** +50.5% Dividends Per Share*** Ticker HFWA Exchange NASDAQ Stock Price 25.95$ Market Cap. ($MM) 777.3$ Dividend Yield (Regular Div. Only) 1.85% Average Daily Volume (3 Mo.) Avg. Daily Volume (Shares) 131,831 Avg. Daily Volume ($000s) 3,421$ 52-Week High / Low Price 52-Week High (1/26/2017) 26.98$ 52-Week Low (6/27/2016) 16.40$ Per Share Tg. Book Value Per Share 11.86$ EPS - 2017E** 1.33$ Number of Research Analysts 6 Valuation Ratios Price / Tg. Book Value 218.7% Price / 2017E EPS** 19.6x

HFWA INVESTMENT THESIS 19 • Western Washington geographic footprint with vibrant economy and attractive long-term demographics • Continued focus on growth trends and capital management – Grow organically and continue to evaluate M&A opportunities – Continue to focus on improving shareholder value • Attractive valuation

20 APPENDIX

HISTORICAL FINANCIAL HIGHLIGHTS 21Source: Company financials, as of 12/31/2016 Note: All dollars in thousands Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Q4 2016 Balance Sheet Total Assets 3,480,324$ 3,595,378$ 3,650,792$ 3,678,032$ 3,756,876$ 3,846,376$ 3,875,077$ Asset Growth (Anlzd. vs. Prior Period) 2.6% 13.2% 6.2% 3.0% 8.6% 9.5% 3.0% Total Loans, net of deferred costs (Incl. HFS) 2,354,241$ 2,412,025$ 2,409,724$ 2,466,184$ 2,531,731$ 2,587,941$ 2,652,411$ Loan Growth (Anlzd. vs. Prior Period) 17.3% 9.8% -0.4% 9.4% 10.6% 8.9% 9.9% Total Deposits 2,946,487$ 3,054,198$ 3,108,287$ 3,130,929$ 3,158,906$ 3,242,421$ 3,229,648$ Deposit Growth (Anlzd. vs. Prior Period) 5.5% 14.6% 7.1% 2.9% 3.6% 10.6% -1.6% Net Loans / Deposits Ratio 78.9% 78.0% 76.6% 77.8% 79.2% 78.9% 81.2% Cash and Securities / Total Assets 23.7% 24.6% 25.9% 25.1% 24.5% 24.4% 23.2% Noninterest Bearing Deposits (% of Total) 24.7% 25.0% 24.8% 25.4% 26.0% 26.7% 27.3% Non-maturity deposits (% of Total) 84.3% 85.7% 86.5% 87.0% 87.7% 88.6% 88.9% Capital Adequacy Tangible Common Equity 330,264$ 340,355$ 342,152$ 352,698$ 362,938$ 369,251$ 355,360$ Tangible Common Equity Ratio 9.9% 9.8% 9.7% 9.9% 10.0% 9.9% 9.5% Leverage Ratio 10.6% 10.5% 10.4% 10.5% 10.5% 10.5% 10.3% Risk Based Capital Ratio 14.1% 13.4% 13.7% 13.6% 13.0% 13.0% 13.1% Credit Quality Ratios NPAs / Total Assets 0.39% 0.33% 0.32% 0.39% 0.41% 0.30% 0.30% NCOs (Anlzd.)/ Avg. Loans 0.13% 0.02% 0.06% 0.20% 0.38% -0.05% 0.05% ALLL / Gross Loans 1.20% 1.21% 1.24% 1.21% 1.13% 1.17% 1.18% Income Statement and Performance Ratios Net Interest Income 32,470$ 31,940$ 32,535$ 32,760$ 33,085$ 33,606$ 33,055$ Net Income 8,725$ 9,492$ 9,493$ 9,091$ 8,895$ 11,039$ 9,893$ ROAA 1.01% 1.06% 1.04% 1.00% 0.96% 1.16% 1.03% Net Interest Margin 4.19% 4.00% 3.97% 4.04% 4.00% 3.95% 3.85% Noninterest Expense / Avg. Assets 3.01% 3.05% 2.92% 2.91% 2.87% 2.81% 2.78% Avg Assets Per Employee 4,552$ 4,634$ 4,837$ 4,934$ 4,993$ 5,141$ 5,094$ Efficiency Ratio 66.3% 65.9% 66.9% 66.3% 66.8% 61.7% 65.0% (1) Operating revenue = net interest income + non-interest income

DISCOUNTS ON ACQUIRED LOANS 22 • $13.5 million remaining loan discount on acquired loans Source: Company information, as of 12/31/2016 Note: All dollars in thousands $21,639 $20,350 $18,563 $17,494 $14,747 $13,525 2.48% 2.41% 2.31% 2.35% 2.12% 2.09% 2.00% 2.25% 2.50% 2.75% 3.00% 3.25% 3.50% $- $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 09/30/15 12/31/15 03/31/16 06/30/16 09/30/16 12/31/16 Remaining Loan Mark Discount % Acquired Loans 9/30/2015 Loan Balance 871,827$ Remaining Loan Mark 21,639$ Recorded Investment 850,188$ Discount % 2.48% 12/31/2015 Loan Balance 844,549$ Remaining Loan Mark 20,350$ Recorded Investment 824,199$ Discount % 2.41% 3/31/2016 Loan Balance 801,913$ Remaining Loan Mark 18,563$ Recorded Investment 783,350$ Discount % 2.31% 6/30/2016 Loan Balance 745,480$ Remaining Loan Mark 17,494$ Recorded Investment 727,986$ Discount % 2.35% 9/30/2016 Loan Balance 696,577$ Remaining Loan Mark 14,747$ Recorded Investment 681,830$ Discount % 2.12% 12/31/2016 Loan Balance 648,549$ Remaining Loan Mark 13,525$ Recorded Investment 635,024$ Discount % 2.09%

Exhibit 99.2

FIRST AMENDMENT

TO THE

HERITAGE FINANCIAL CORPORATION

2014 OMNIBUS EQUITY PLAN

WHEREAS , Heritage Financial Corporation (the “ Company ”) maintains the Heritage Financial Corporation 2014 Omnibus Equity Plan (the “ Plan ”);

WHEREAS , pursuant to Article 6 of the Plan, the Board of Directors (the “ Board ”) of the Company has reserved to itself the power, authority and discretion to amend the Plan from time-to-time;

WHEREAS , the Board has determined that it is in the best interest of the Company to amend the Plan in order to update the terms of the Plan; and

WHEREAS , the Board has duly authorized the undersigned officer to carry out the foregoing.

NOW, THEREFORE , effective as of January 1, 2017, the Plan be and hereby is amended in the following particulars:


1.	Section 7.8 shall be replaced in its entirety with the following new Section 7.8:

“ Section 7.8 Tax Withholding . All distributions under the Plan shall be subject to withholding of all applicable taxes and the Committee may condition the delivery of any Shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. Except as otherwise provided by the Committee, such withholding obligations may be satisfied (a) through cash payment by the Participant; (b) through the surrender of Shares that the Participant already owns, or (c) through the surrender of Shares to which the Participant is otherwise entitled under the Plan; provided, however, that except as otherwise specifically provided by the Committee, such Shares under clause (c) may not be used to satisfy more than the maximum individual statutory tax rate for each applicable tax jurisdiction.”

2. In all other respects the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by its duly authorized officer this 20th day of December, 2016.

HERITAGE FINANCIAL CORPORATION

By: ____/s/ Brian L. Vance ________

Its: _ Chief Executive Officer ____

Exhibit 99.3

HERITAGE FINANCIAL CORPORATION

2014 OMNIBUS EQUITY PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

The Participant specified below has been granted a restricted stock unit award (the “ Award ”) by HERITAGE FINANCIAL CORPORATION , a Washington corporation (the “ Company ”), under the HERITAGE FINANCIAL CORPORATION 2014 OMNIBUS EQUITY PLAN (the “ Plan ”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“ Award Agreement ”).

Section 1. Award . The Company has granted to the Participant the Award of restricted stock units (each such unit, an “ RSU ”), where each RSU represents the right of the Participant to receive one Share in the future once the Restricted Period ends, subject to the terms of this Award Agreement and the Plan.

Section 2. Terms of Restricted Stock Unit Award . The following words and phrases relating to the Award have the following meanings:

(a) The “ Participant ” is ______________________________ .

(b) The “ Grant Date ” is ______________________________ .

Except for words and phrases otherwise defined in this Award Agreement, any capitalized word or phrase in this Award Agreement has the meaning set forth in the Plan.

Section 3. Restricted Period .

(a) The “ Restricted Period ” for each installment of RSUs set forth in the table immediately below (each, an “ Installment ”) shall begin on the Grant Date and end as described in the schedule set forth in the table immediately below; provided that the Participant’s Termination of Service has not occurred prior thereto:



Installment	Restricted Period will end on:
__% of RSUs	Date/Event/Other Condition

(b) Notwithstanding the foregoing provisions of this Section 3 , the Restricted Period for all the RSUs shall cease immediately and such RSUs shall become fully vested immediately upon the Participant’s Termination of Service due to the Participant’s Disability or the Participant’s death.

(d) Except as set forth in Section 3(b) and Section 3(c) above, if the Participant’s Termination of Service occurs prior to the expiration of one or more Restricted Periods, the Participant shall forfeit all right, title, and interest in and to any Installment(s) still subject to a Restricted Period as of such Termination of Service.

Section 4. Settlement of RSUs . Delivery of Shares or other amounts under this Award Agreement and the Plan shall be subject to the following:

(a) Delivery of Shares . The Company shall deliver to the Participant one Share free and clear of any restrictions in settlement of each of the vested and unrestricted RSUs within 30 days following the end of the respective Restricted Period.

(b) Compliance with Applicable Laws. Notwithstanding any other term of this Award Agreement or the Plan, the Company shall have no obligation to deliver any Shares or make any other distribution of benefits under this Award Agreement or the Plan unless such delivery or distribution complies with all applicable laws and the applicable rules of any securities exchange or similar entity.

(c) Certificates Not Required. To the extent that this Award Agreement and the Plan provide for the issuance of Shares, such issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or similar entity.

Section 5. Withholding . All deliveries of Shares pursuant to the Award shall be subject to withholding of all applicable taxes. The Company shall have the right to require the Participant (or if applicable, permitted assigns, heirs, and Designated Beneficiaries) to remit to the Company an amount sufficient to satisfy any tax requirements prior to the delivery date of any Shares in connection with the Award. As permitted by the Committee from time to time, such withholding obligation may be satisfied at the election of the Participant (a) through cash payment by the Participant, (b) through the surrender of Shares that the Participant already owns, or (c) through the surrender of Shares to which the Participant is otherwise entitled under the Plan; provided , however , that except as otherwise specifically provided by the Committee, such Shares under clause (c) may not be used to satisfy more than the maximum individual statutory tax rate for each applicable tax jurisdiction.

Section 6. Non-Transferability of Award . The Award, or any portion thereof, is not transferable except as designated by the Participant by will or by the laws of descent and distribution or pursuant to a domestic relations order. Except as provided in the immediately preceding sentence, the Award shall not be assigned, transferred, pledged, hypothecated, or otherwise disposed of by the Participant in any way whether by operation of law or otherwise, and shall not be subject to execution, attachment, or similar process. Any attempt at assignment, transfer, pledge, hypothecation, or other disposition of the Award contrary to the provisions hereof, or the levy of any attachment or similar process upon the Award, shall be null and void and without effect.

Section 7. Dividend Equivalents . The Participant shall be entitled to receive a payment equal in value to any dividends and distributions paid with respect to the RSUs (other than dividends and distributions that may be issued with respect to Shares by virtue of any corporate transaction, to the extent adjustment is made pursuant to Section 3.4 of the Plan) during the Restricted Period (“ Dividend Equivalents ”); provided , however , that no Dividend Equivalents shall be payable to or for the benefit of the Participant with respect to record dates for such dividends or distributions occurring before the Grant Date or on or after the date, if any, on which the Participant has forfeited the RSUs. Dividend Equivalents shall be credited at the time the respective dividends or distributions are paid and shall be accumulated, without interest, and shall be subject to the same restrictions applicable to the underlying RSUs.

Section 8. No Shareholder Rights . The Participant shall not have any rights of a Shareholder with respect to the RSUs, including but not limited to, voting rights, prior to settlement of the RSUs pursuant to Section 4(a) above.

Section 9. Heirs and Successors . This Award Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and any person acquiring all or substantially all of the Company’s assets or business. If any rights of the Participant or benefits distributable to the Participant under this Award Agreement have not been settled or distributed at the time of the Participant’s death, such rights shall be settled for and such benefits shall be distributed to the Designated Beneficiary in accordance with the provisions of this Award Agreement and the Plan. The “ Designated Beneficiary ” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form as the Committee may require. The Participant’s designation of beneficiary may be amended or revoked by the Participant in accordance with any procedures established by the Committee. If a Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any benefits that would have been provided to the Participant shall be provided to the legal representative of the estate of the Participant. If a Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the provision of the Designated Beneficiary’s benefits under this Award Agreement, then any benefits that would have been provided to the Designated Beneficiary shall be provided to the legal representative of the estate of the Designated Beneficiary.

Section 10. Administration . The authority to manage and control the operation and administration of this Award Agreement and the Plan shall be vested in the Committee, and the Committee shall have all powers with respect to this Award Agreement as it has with respect to the Plan. Any interpretation of this Award Agreement or the Plan by the Committee and any decision made by the Committee with respect to this Award Agreement or the Plan shall be final and binding on all persons.

Section 11. Plan Governs . Notwithstanding any provision of this Award Agreement to the contrary, this Award Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the Company. This Award Agreement shall be subject to all interpretations, amendments, rules, and regulations promulgated by the Committee from time to time. Notwithstanding any provision of this Award Agreement to the contrary, in the event of any discrepancy between the corporate records of the Company and this Award Agreement, the corporate records of the Company shall control.

Section 12. Not an Employment Contract . Neither the Award nor this Award Agreement shall confer on the Participant any rights with respect to continuance of employment or other service with the Company or a Subsidiary, nor shall they interfere in any way with any right the Company or a Subsidiary may otherwise have to terminate or modify the terms of the Participant’s employment or other service at any time.

Section 13. Amendment . Without limitation of Section 16 and Section 17 below, this Award Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended in writing by the Participant and the Company without the consent of any other person.

Section 14. Governing Law . This Award Agreement, the Plan, and all actions taken in connection herewith and therewith shall be governed by and construed in accordance with the laws of the State of Washington, without reference to principles of conflict of laws, except as superseded by applicable federal law.

Section 15. Validity . If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.

Section 16. Section 409A Amendment . The Award is intended to be exempt from Code Section 409A and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right to unilaterally amend this Award Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee.

Section 17. Clawback . The Award and any amount or benefit received under the Plan shall be subject to potential cancellation, recoupment, rescission, payback, or other action in accordance with the terms of any applicable Company or Subsidiary clawback policy (the “ Policy ”) or any applicable law, as may be in effect from time to time. The Participant hereby acknowledges and consents to the Company’s or a Subsidiary’s application, implementation, and enforcement of (a) the Policy and any similar policy established by the Company or a Subsidiary that may apply to the Participant together with all other similarly situated participants, whether adopted prior to or following the date of this Award Agreement and (b) any provision of applicable law relating to cancellation, rescission, payback, or recoupment of compensation, and agrees that the Company or a Subsidiary may take such actions as may be necessary to effectuate the Policy, any similar policy, and applicable law, without further consideration or action.

Exhibit 99.3

IN WITNESS WHEREOF , the Company has caused this Award Agreement to be executed in its name and on its behalf, and the Participant acknowledges understanding and acceptance of, and agrees to, the terms of this Award Agreement, all as of the Grant Date.



HERITAGE FINANCIAL CORPORATION
By:
Print Name:
Title:

PARTICIPANT

Print Name:

Exhibit 99.4

HERITAGE FINANCIAL CORPORATION

2014 OMNIBUS EQUITY PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT

AWARD AGREEMENT

The Participant specified below has been granted a performance-based restricted stock unit award (the “ Award ”) by HERITAGE FINANCIAL CORPORATION , a Washington corporation (the “ Company ”), under the HERITAGE FINANCIAL CORPORATION 2014 OMNIBUS EQUITY PLAN (the “ Plan ”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Unit Award Agreement (“ Award Agreement ”).

Section 2. Terms of Restricted Stock Unit Award . The following words and phrases relating to the Award have the following meanings:

(a) The “ Participant ” is ______________________________ .

(b) The “ Grant Date ” is ______________________________ .

Except for words and phrases otherwise defined in this Award Agreement, any capitalized word or phrase in this Award Agreement has the meaning set forth in the Plan.

Section 3. Restricted Period .



Installment	Restricted Period will end on:	Performance metrics
100% of RSUs		[Set forth on Exhibit A ]

(b) Notwithstanding the foregoing provisions of this Section 3 , the Restricted Period for all the RSUs shall cease immediately and such RSUs shall become fully vested, based upon target level performance, immediately upon the Participant’s Termination of Service due to the Participant’s Disability or the Participant’s death.

(d) Upon the Participant’s Termination of Service due to the Participant’s Retirement, the Award shall become provisionally vested with respect to a portion of the RSUs in proportion to the number of months lapsed following the start of the applicable performance period through the date of Retirement relative to the applicable performance period (months lapsed divided by 36). If a portion of the RSUs are provisionally vested pursuant to the immediately preceding sentence, such portion of the Award shall become vested only upon attainment of the performance measures set forth above. The portion of the RSU shares that are not provisionally vested shall be forfeited as of the date of Retirement. For purposes of this Award, the term “ Retirement ” shall mean the Participant’s termination of employment (other than for Cause) on or after attainment of age 65. . Pursuant to Section 8.1(ee) of the Plan, if the Participant is a Director immediately prior to the date of Retirement and remains a Director following the Date of Retirement, the Participant’s Termination of Service shall not occur until the participant is no longer a Director, and if such Termination of Service occurs prior to the end of the applicable performance period, such date shall be used to determine the number of RSUs provisionally vested above.

(e) Except as set forth in Section 3(b), Section 3(c) and Section 3(d) above, (i) if the Participant’s Termination of Service occurs prior to the expiration of one or more Restricted Periods, the Participant shall forfeit all right, title, and interest in and to any Installment(s) still subject to a Restricted Period as of such Termination of Service, and (ii) any RSUs that are not vested because of the failure to attain the performance measures set forth above shall be forfeited as of the end of the applicable performance period.

Section 4. Settlement of RSUs . Delivery of Shares or other amounts under this Award Agreement and the Plan shall be subject to the following:

* * * * *

Exhibit 99.4



HERITAGE FINANCIAL CORPORATION
By:
Print Name:
Title:

PARTICIPANT

Print Name:

Exhibit A

Performance-Based Restricted Stock Unit

Performance Metrics

Performance Criteria and Vesting Percentages



Performance Metric	Weighting	Minimum	Target	Maximum	Actual Performance Result	Achievement Percentage
[___]	[___]	$__.__	$__.__	$__.__	$__.__	____%
[___]	[___]	__%	__%	__%	__%	____%
[___]	[___]	__%	__%	__%	__%	____%
Total RSU Award vesting as a percentage of the Target RSU Award						____%

RSU Award Opportunities (as % of Target RSU Award)



	[___] ( [___] %)	[___] ( [___] %)	[___] ( [___] %)
Minimum	__%	__%	__%
Target	__%	__%	__%
Maximum	__%	__%	__%

Exhibit 99.5

HERITAGE FINANCIAL CORPORATION

2014 OMNIBUS EQUITY PLAN

INCENTIVE STOCK OPTION AWARD AGREEMENT

The Participant specified below has been granted an incentive stock option (the “ Option ”) by HERITAGE FINANCIAL CORPORATION , a Washington corporation (the “ Company ”), under the HERITAGE FINANCIAL CORPORATION 2014 OMNIBUS EQUITY PLAN (the “ Plan ”). The Option shall be subject to the terms of the Plan and the terms set forth in this Incentive Stock Option Award Agreement (“ Award Agreement ”).

Section 1. Award . The Company has granted to the Participant the Option, which represents the right of the Participant to purchase the number of Covered Shares at the Exercise Price set forth in Section 2 below, subject to the terms of this Award Agreement and the Plan.

Section 2. Terms of Option Award . The following words and phrases relating to the Option have the following meanings:

(a) The “ Participant ” is ______________________________ .

(b) The “ Grant Date ” is ______________________________ .

(d) The “ Exercise Price ” is $ ____________________ per Covered Share.

Except for words and phrases otherwise defined in this Award Agreement, any capitalized word or phrase in this Award Agreement has the meaning set forth in the Plan.

Section 3. Incentive Stock Option . The Option is intended to satisfy the requirements applicable to an “incentive stock option” described in Code Section 422(b). To the extent that the aggregate Fair Market Value (determined at the time of grant) of Shares with respect to which ISOs are exercisable for the first time by the Participant during any calendar year under all plans of the Company and its Subsidiaries exceeds $100,000, the options or portions thereof that exceed such limit shall be treated as nonqualified stock options. There is no assurance that the Option will be treated as an ISO.

Section 4. Vesting .

(a) Each installment of Covered Shares set forth in the table immediately below (each, an “ Installment ”) shall become vested and exercisable on the “ Vesting Date ” for such Installment set forth in the table immediately below; provided that the Participant’s Termination of Service has not occurred prior thereto:



Installment	Vesting Date applicable to Installment
___% of Covered Shares	Date/Event/Other Condition

(b) Notwithstanding the foregoing provisions of this Section 4 , all the Covered Shares shall become fully vested and immediately exercisable upon the Participant’s Termination of Service due to the Participant’s Disability or the Participant’s death.

(d) The Option shall not be exercisable on or after the Participant’s Termination of Service, except as to that portion of Covered Shares for which it was exercisable immediately prior to such Termination of Service or became exercisable on the date of such Termination of Service.

Section 5. Expiration . Notwithstanding any term of this Award Agreement to the contrary, the Participant shall forfeit the Option in its entirety as of the Company’s close of business on the last business day that occurs prior to the Expiration Date. The “ Expiration Date ” shall be the earliest to occur of the following:

(a) The three-month anniversary of the Participant’s Termination of Service other than (i) for Cause or (ii) due to the Participant’s Disability or death; provided , however , that if the Participant dies after the date of Termination of Service but before the three-month anniversary of the Participant’s Termination of Service, the Expiration Date shall automatically be extended to the one-year anniversary of Participant’s Termination of Service;

(b) The one-year anniversary of the Participant’s Termination of Service due to the Participant’s Disability or death;

(d) The effective date of a Termination of Service for Cause.

Section 6. Exercise .

(a) Method of Exercise . The vested portion of the Option may be exercised by the Participant in whole or in part by providing notice of option exercise to the Corporate Secretary of the Company at its corporate headquarters, in a form prescribed by the Committee or satisfying such other procedures as shall be set forth by the Committee from time to time. Such notice shall specify the number of Covered Shares that the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for such Covered Shares as further set forth in Section 6(b) below.

(b) Payment of Exercise Price . Without limitation of Section 8 below, the payment of the Exercise Price shall be by cash or, subject to limitations imposed by applicable law, by any of the following means as permitted by the Committee from time to time: (i) by tendering, either actually or by attestation, Shares acceptable to the Committee and valued at Fair Market Value as of the time of exercise; (ii) by irrevocably authorizing a third party, acceptable to the Committee, to sell Shares acquired upon exercise of the Option and to remit to the Company no later than the third business day following exercise a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise; (iii) by payment through a net exercise such that, without the payment of any funds, the Participant may exercise the Option and receive the net number of Shares equal in value to (A) the number of Shares as to which the Option is being exercised, multiplied by (B) a fraction, the numerator of which is the Fair Market Value (on the date of exercise) less the Exercise Price, and the denominator of which is such Fair Market Value (the number of net Shares to be received shall be rounded down to the nearest whole number of Shares); (iv) by personal, certified, or cashiers’ check; (v) by other property deemed acceptable by the Committee; or (vi) by any combination thereof.

(c) Restrictions . The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate any applicable laws or the applicable rules of any securities exchange or similar entity, and shall not be exercisable during any blackout period established by the Company from time to time.

Section 7. Delivery of Shares . Delivery of Shares or other amounts under this Award Agreement and the Plan shall be subject to the following:

(a) Compliance with Applicable Laws. Notwithstanding any other term of this Award Agreement or the Plan, the Company shall have no obligation to deliver any Shares or make any other distribution of benefits under this Award Agreement or the Plan unless such delivery or distribution complies with all applicable laws and the applicable rules of any securities exchange or similar entity.

(b) Certificates Not Required. To the extent that this Award Agreement and the Plan provide for the issuance of Shares, such issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or similar entity.

Section 8. Withholding . The exercise of the Option, and the Company’s obligation to issue Shares upon exercise, is subject to withholding of all applicable taxes. As permitted by the Committee from time to time, such withholding obligation may be satisfied at the election of the Participant (a) through cash payment by the Participant, (b) through the surrender of Shares that the Participant already owns, or (c) through the surrender of Shares to which the Participant is otherwise entitled under the Plan; provided , however , that except as otherwise specifically provided by the Committee, such Shares under clause (c) may not be used to satisfy more than the maximum individual statutory tax rate for each applicable tax jurisdiction.

Section 9. Non-Transferability of Option . The Option, or any portion thereof, is not transferable except as designated by the Participant by will or by the laws of descent and distribution or pursuant to a domestic relations order. Except as provided in the immediately preceding sentence, the Option shall not be assigned, transferred, pledged, hypothecated, or otherwise disposed of by the Participant in any way, whether by operation of law or otherwise, and shall not be subject to execution, attachment, or similar process. Any attempt at assignment, transfer, pledge, hypothecation, or other disposition of the Option contrary to the provisions hereof, or the levy of any attachment or similar process upon the Option, shall be null and void and without effect.

Section 10. Heirs and Successors . This Award Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and any person acquiring all or substantially all of the Company’s assets or business. If any rights of the Participant or benefits distributable to the Participant under this Award Agreement have not been settled or distributed at the time of the Participant’s death, such rights shall be settled for and such benefits shall be distributed to the Designated Beneficiary in accordance with the provisions of this Award Agreement and the Plan. The “ Designated Beneficiary ” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form as the Committee may require. The Participant’s designation of beneficiary may be amended or revoked by the Participant in accordance with any procedures established by the Committee. If a Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any benefits that would have been provided to the Participant shall be provided to the legal representative of the estate of the Participant. If a Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the provision of the Designated Beneficiary’s benefits under this Award Agreement, then any benefits that would have been provided to the Designated Beneficiary shall be provided to the legal representative of the estate of the Designated Beneficiary.

Section 11. Administration . The authority to manage and control the operation and administration of this Award Agreement and the Plan shall be vested in the Committee, and the Committee shall have all powers with respect to this Award Agreement as it has with respect to the Plan. Any interpretation of this Award Agreement or the Plan by the Committee and any decision made by the Committee with respect to this Award Agreement or the Plan shall be final and binding on all persons.

Section 12. Plan Governs . Notwithstanding any provision of this Award Agreement to the contrary, this Award Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the Company. This Award Agreement shall be subject to all interpretations, amendments, rules, and regulations promulgated by the Committee from time to time. Notwithstanding any term of this Award Agreement to the contrary, in the event of any discrepancy between the corporate records of the Company and this Award Agreement, the corporate records of the Company shall control.

Section 13. Not an Employment Contract . Neither the Option nor this Award Agreement shall confer on the Participant any rights with respect to continuance of employment or other service with the Company or a Subsidiary, nor shall they interfere in any way with any right the Company or a Subsidiary may otherwise have to terminate or modify the terms of the Participant’s employment or other service at any time.

Section 14. No Rights as Shareholder . The Participant shall not have any rights of a Shareholder with respect to the Covered Shares until a stock certificate or its equivalent has been duly issued following exercise of the Option as provided herein.

Section 15. Amendment . Without limitation of Section 18 and Section 19 below, this Award Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended in writing by the Participant and the Company without the consent of any other person.

Section 16. Governing Law . This Award Agreement, the Plan, and all actions taken in connection herewith and therewith shall be governed by and construed in accordance with the laws of the State of Washington, without reference to principles of conflict of laws, except as superseded by applicable federal law.

Section 17. Validity . If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.

Section 18. Section 409A Amendment . The Option is intended to be exempt from Code Section 409A and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right to unilaterally amend this Award Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee.

Section 19. Clawback . The Option and any amount or benefit received under the Plan shall be subject to potential cancellation, recoupment, rescission, payback, or other action in accordance with the terms of any applicable Company or Subsidiary clawback policy (the “ Policy ”) or any applicable law, as may be in effect from time to time. The Participant hereby acknowledges and consents to the Company’s or a Subsidiary’s application, implementation, and enforcement of (a) the Policy and any similar policy established by the Company or a Subsidiary that may apply to the Participant together with all other similarly situated participants, whether adopted prior to or following the date of this Award Agreement and (b) any provision of applicable law relating to cancellation, rescission, payback, or recoupment of compensation, and agrees that the Company or a Subsidiary may take such actions as may be necessary to effectuate the Policy, any similar policy, and applicable law, without further consideration or action.

* * * * *



HERITAGE FINANCIAL CORPORATION
By:
Print Name:
Title:

PARTICIPANT

Print Name:

Exhibit 99.6

HERITAGE FINANCIAL CORPORATION

2014 OMNIBUS EQUITY PLAN

NONQUALIFIED STOCK OPTION AWARD AGREEMENT

The Participant specified below has been granted a nonqualified stock option (the “ Option ”) by HERITAGE FINANCIAL CORPORATION , a Washington corporation (the “ Company ”), under the HERITAGE FINANCIAL CORPORATION 2014 OMNIBUS EQUITY PLAN (the “ Plan ”). The Option shall be subject to the terms of the Plan and the terms set forth in this Nonqualified Stock Option Award Agreement (“ Award Agreement ”).

Section 2. Terms of Option Award . The following words and phrases relating to the Option have the following meanings:

(a) The “ Participant ” is ______________________________ .

(b) The “ Grant Date ” is ______________________________ .

(d) The “ Exercise Price ” is $ ____________________ per Covered Share.

Except for words and phrases otherwise defined in this Award Agreement, any capitalized word or phrase in this Award Agreement has the meaning set forth in the Plan.

Section 3. Nonqualified Stock Option . The Option is not intended to satisfy the requirements applicable to an “incentive stock option” described in Code Section 422(b).

Section 4. Vesting .



Installment	Vesting Date applicable to Installment
___% of Covered Shares	Date/Event/Other Condition

(b) The one-year anniversary of the Participant’s Termination of Service due to the Participant’s Disability or death;

(d) The effective date of a Termination of Service for Cause.

Section 6. Exercise .

Section 7. Delivery of Shares . Delivery of Shares or other amounts under this Award Agreement and the Plan shall be subject to the following:

* * * * *



HERITAGE FINANCIAL CORPORATION
By:
Print Name:
Title:

PARTICIPANT

Print Name:

Exhibit 99.7

HERITAGE FINANCIAL CORPORATION

2014 OMNIBUS EQUITY PLAN

RESTRICTED STOCK AWARD AGREEMENT

The Participant specified below has been granted a restricted stock award (the “ Award ”) by HERITAGE FINANCIAL CORPORATION , a Washington corporation (the “ Company ”), under the HERITAGE FINANCIAL CORPORATION 2014 OMNIBUS EQUITY PLAN (the “ Plan ”). The Award shall be subject to the terms of the Plan and the terms set forth in this Restricted Stock Award Agreement (“ Award Agreement ”).

Section 1. Award . The Company has granted to the Participant the Award of restricted stock, which represents the right of the Participant to enjoy the number of Covered Shares set forth in Section 2 below free of restrictions once the Restricted Period ends, subject to the terms of this Award Agreement and the Plan.

Section 2. Terms of Restricted Stock Award . The following words and phrases relating to the Award have the following meanings:

(a) The “ Participant ” is ______________________________ .

(b) The “ Grant Date ” is ______________________________ .

Except for words and phrases otherwise defined in this Award Agreement, any capitalized word or phrase in this Award Agreement has the meaning set forth in the Plan.

Section 3. Restricted Period .

(a) The “ Restricted Period ” for each installment of Covered Shares set forth in the table immediately below (each, an “ Installment ”) shall begin on the Grant Date and end as described in the schedule set forth in the table immediately below; provided that the Participant’s Termination of Service has not occurred prior thereto:



Installment	Restricted Period will end on:
___% of Covered Shares	Date/Event/Other Condition

(b) Notwithstanding the foregoing provisions of this Section 3 , the Restricted Period for all the Covered Shares shall cease immediately and such Covered Shares shall become fully vested immediately upon the Participant’s Termination of Service due to the Participant’s Disability or the Participant’s death.

(d) Except as set forth in Section 3(b) and Section 3(c) above, if the Participant’s Termination of Service occurs prior to the expiration of one or more Restricted Periods, the Participant shall forfeit all rights, title, and interest in and to any Installment(s) still subject to a Restricted Period as of such Termination of Service.

Section 4. Delivery of Shares . Delivery of Shares or other amounts under this Award Agreement and the Plan shall be subject to the following:

Section 5. Withholding . All deliveries of Covered Shares shall be subject to withholding of all applicable taxes. The Company shall have the right to require the Participant (or if applicable, permitted assigns, heirs, and Designated Beneficiaries) to remit to the Company an amount sufficient to satisfy any tax requirements prior to the delivery date of any Shares in connection with the Award. As permitted by the Committee from time to time, such withholding obligation may be satisfied at the election of the Participant (a) through cash payment by the Participant, (b) through the surrender of Shares that the Participant already owns, or (c) through the surrender of Shares to which the Participant is otherwise entitled under the Plan; provided , however , that except as otherwise specifically provided by the Committee, such Shares under clause (c) may not be used to satisfy more than the maximum individual statutory tax rate for each applicable tax jurisdiction.

Section 7. Dividends . The Participant shall be entitled to receive dividends and distributions paid on any Installment during the Restricted Period applicable to such Installment (other than dividends and distributions that may be issued with respect to Shares by virtue of any corporate transaction, to the extent adjustment is made pursuant to Section 3.4 of the Plan); provided, however , that no dividends or distributions shall be payable to or for the benefit of the Participant with respect to record dates for such dividends or distributions occurring before the Grant Date or on or after the date, if any, on which the Participant has forfeited the respective Covered Shares.

Section 8. Voting Rights . The Participant shall be entitled to vote the Covered Shares during the Restricted Period applicable to each Installment; provided, however , that the Participant shall not be entitled to vote Covered Shares with respect to record dates occurring before the Grant Date or on or after the date, if any, on which the Participant has forfeited those Covered Shares.

Section 9. Deposit of Restricted Stock Award . All Shares issued with respect to Covered Shares shall be registered in the name of the Participant and shall be retained by the Company, or an agent of the Company, until the end of the Restricted Period applicable to such Covered Shares.

Section 12. Plan Governs . Notwithstanding any provision of this Award Agreement to the contrary, this Award Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the Company. This Award Agreement shall be subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time. Notwithstanding any provision of this Award Agreement to the contrary, in the event of any discrepancy between the corporate records of the Company and this Award Agreement, the corporate records of the Company shall control.

Section 13. Not an Employment Contract . Neither the Award nor this Award Agreement shall confer on the Participant any rights with respect to continuance of employment or other service with the Company or a Subsidiary, nor shall they interfere in any way with any right the Company or a Subsidiary may otherwise have to terminate or modify the terms of the Participant’s employment or other service at any time.

Section 14. Amendment . Without limitation of Section 17 and Section 18 below, this Award Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended in writing by the Participant and the Company without the consent of any other person.

Section 15. Governing Law . This Award Agreement, the Plan and all actions taken in connection herewith and therewith shall be governed by and construed in accordance with the laws of the State of Washington, without reference to principles of conflict of laws, except as superseded by applicable federal law.

Section 16. Validity . If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.

Section 17. Section 409A Amendment . The Award is intended to be exempt from Code Section 409A and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right to unilaterally amend this Award Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee.

Section 18. Clawback . The Award and any amount or benefit received under the Plan shall be subject to potential cancellation, recoupment, rescission, payback, or other action in accordance with the terms of any applicable Company or Subsidiary clawback policy (the “ Policy ”) or any applicable law, as may be in effect from time to time. The Participant hereby acknowledges and consents to the Company’s or a Subsidiary’s application, implementation, and enforcement of (a) the Policy and any similar policy established by the Company or a Subsidiary that may apply to the Participant together with all other similarly situated participants, whether adopted prior to or following the date of this Award Agreement and (b) any provision of applicable law relating to cancellation, rescission, payback, or recoupment of compensation, and agrees that the Company or a Subsidiary may take such actions as may be necessary to effectuate the Policy, any similar policy, and applicable law, without further consideration or action.

Exhibit 99.7



HERITAGE FINANCIAL CORPORATION
By:
Print Name:
Title:

PARTICIPANT

Print Name:

Exhibit 99.8

HERITAGE FINANCIAL CORPORATION

2014 OMNIBUS EQUITY PLAN

[201_] CASH INCENTIVE AWARD AGREEMENT

The Participant specified below has been granted a cash incentive award (the “ Award ”) by HERITAGE FINANCIAL CORPORATION , a Washington corporation (the “ Company ”), under the HERITAGE FINANCIAL CORPORATION 2014 OMNIBUS EQUITY PLAN (the “ Plan ”). The Award shall be subject to the terms of the Plan and the terms set forth in this Cash Incentive Award Agreement (“ Award Agreement ”).

Section 1. Award . The Company has granted to the Participant the Award, which represents the right of the Participant to receive a cash payment based upon the attainment of the “ Performance Metrics ” set forth in Exhibit A . This Award is intended to constitute “performance-based compensation,” as defined in Code Section 162(m) and this Award and actions of the Committee shall be limited to the extent necessary to comply with the requirements of Code Section 162(m). It is the intent of the parties that this Award is interpreted to be an award under the Company’s [201_] Management Incentive Plan (“ MIP ”); provided however , that in the event of a conflict in the language or terms of the Plan or the MIP, the Plan shall control.

Section 2. Terms of Cash Incentive Award . The following words and phrases relating to the Award have the following meanings:

(a) The “ Participant ” is ______________________________ .

(b) The Award date is ______________________. ( such date must be no later than the earlier of: (a) the 90th day of the Performance Period or (b) the date as of which 25% of the Performance Period has elapsed and must be a date on which the outcome of the Performance Metrics are substantially uncertain )

(d) The Participant’s “ Target Award ” is __ % of Participant’s base salary as of the first day of the Performance Period.

Except for words and phrases otherwise defined in this Award Agreement, any capitalized word or phrase in this Award Agreement has the meaning set forth in the Plan.

Section 3. Determination of Award; Certification .

(a) Following the completion of the Performance Period, the Committee will determine the extent to which the Performance Metrics have been achieved or exceeded. If the minimum Performance Metrics established by the Committee are not achieved, then no payment will be made.

(b) To the extent that the Performance Metrics are achieved, the Committee must certify in writing (which may include minutes of the meeting at which it is certified), in accordance with the requirements of Code Section 162(m), the extent to which the Performance Metrics have been achieved and will then determine, in accordance with the prescribed formula, the amount of the Award.

(c) In determining the amount of the Award, the Committee may reduce or eliminate the amount of an Award by applying negative discretion if, in its sole discretion, such reduction or elimination is appropriate.

(d) In no event may the amount of an Award for any calendar year exceed the maximum award level provided in Section 3.3(c) of the Plan, except to the extent the Committee determines to pay an amount that does not qualify as “performance-based compensation” under Code Section 162(m).

(e) The payment of the Award shall be made pursuant to the MIP, but no earlier than the date of certification or later than two and one-half (2½) months following the year in which it is earned.

Section 4. Adjustments . The Committee is authorized, in its sole discretion, to adjust or modify the calculation of a Performance Metric for the Performance Period in connection with any one or more of the following events:

(a) asset write-downs;

(b) litigation or claim judgments or settlements;

(c) the effect of changes in tax laws, accounting standards or principles, or other laws or regulatory rules affecting reporting results;

(d) any reorganization and restructuring programs;

(e) any event that is reflected on the income statement of the Company or a Subsidiary as unusual in nature or infrequent in occurrence as in accordance with Generally Accepted Accounting Principles (“ GAAP ”); and

(f) acquisitions or divestitures.

Except as the Committee may otherwise determine, no adjustment may be made if the effect would be to cause an Award to fail to qualify as performance-based compensation under Section 162(m).

Section 5. Withholding . All payments hereunder shall be subject to withholding of all applicable taxes.

Section 7. Heirs and Successors . This Award Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and any person acquiring all or substantially all of the Company’s assets or business. If any rights of the Participant or benefits distributable to the Participant under this Award Agreement have not been settled or distributed at the time of the Participant’s death, such rights shall be settled for and such benefits shall be distributed to the Designated Beneficiary in accordance with the provisions of this Award Agreement and the Plan. The “ Designated Beneficiary ” shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form as the Committee may require. The Participant’s designation of beneficiary may be amended or revoked by the Participant in accordance with any procedures established by the Committee. If a Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any benefits that would have been provided to the Participant shall be provided to the legal representative of the estate of the Participant. If a Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the provision of the Designated Beneficiary’s benefits under this Award Agreement, then any benefits that would have been provided to the Designated Beneficiary shall be provided to the legal representative of the estate of the Designated Beneficiary.

Section 8. Administration . The authority to manage and control the operation and administration of this Award Agreement and the Plan shall be vested in the Committee, and the Committee shall have all powers with respect to this Award Agreement as it has with respect to the Plan. Any interpretation of this Award Agreement or the Plan by the Committee and any decision made by the Committee with respect to this Award Agreement or the Plan shall be final and binding on all persons.

Section 9. Plan Governs . Notwithstanding any provision of this Award Agreement to the contrary, this Award Agreement shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the Company. This Award Agreement shall be subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time. Notwithstanding any provision of this Award Agreement to the contrary, in the event of any discrepancy between the corporate records of the Company and this Award Agreement, the corporate records of the Company shall control.

Section 10. Not an Employment Contract . Neither the Award nor this Award Agreement shall confer on the Participant any rights with respect to continuance of employment or other service with the Company or a Subsidiary, nor shall they interfere in any way with any right the Company or a Subsidiary may otherwise have to terminate or modify the terms of the Participant’s employment or other service at any time.

Section 11. Amendment . Without limitation of Section 14 and Section 15 below, this Award Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended in writing by the Participant and the Company without the consent of any other person.

Section 12. Governing Law . This Award Agreement, the Plan and all actions taken in connection herewith and therewith shall be governed by and construed in accordance with the laws of the State of Washington, without reference to principles of conflict of laws, except as superseded by applicable federal law.

Section 13. Validity . If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid provision had never been included herein.

Section 14. Section 409A Amendment . The Award is intended to be exempt from Code Section 409A and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right to unilaterally amend this Award Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee.

Section 15. Clawback . The Award and any amount or benefit received under the Plan shall be subject to potential cancellation, recoupment, rescission, payback, or other action in accordance with the terms of any applicable Company or Subsidiary clawback policy (the “ Policy ”) or any applicable law, as may be in effect from time to time. The Participant hereby acknowledges and consents to the Company’s or a Subsidiary’s application, implementation, and enforcement of (a) the Policy and any similar policy established by the Company or a Subsidiary that may apply to the Participant together with all other similarly situated participants, whether adopted prior to or following the date of this Award Agreement and (b) any provision of applicable law relating to cancellation, rescission, payback, or recoupment of compensation, and agrees that the Company or a Subsidiary may take such actions as may be necessary to effectuate the Policy, any similar policy, and applicable law, without further consideration or action.



HERITAGE FINANCIAL CORPORATION
By:
Print Name:
Title:

PARTICIPANT

Print Name:

Exhibit A

Cash Incentive Award – [201_] Plan Year

If actual [___] is below the Minimum for the [201_] Plan Year, the Cash Incentive Award with respect to the [___] Metric shall be 0% of the Participant’s Target Award. If actual [___] is at the Minimum for the [201_] Plan Year, the Cash Incentive Award with respect to the [___] Performance Metric shall be [__%] of the Target Award. If actual [___] is at the Target for the [201_] Plan Year, the Cash Incentive Award with respect to the [___] Performance Metric shall be [__%] of the Participant’s Target Award. If actual [___] is at [or above] the Maximum for the [201_] Plan Year, the Cash Incentive Award with respect to the [___] Performance Metric shall be [__%] of the Participant’s Target Award. If actual [___] is between the Minimum and the Target or the Target and the Maximum for the [201_] Plan Year, the Cash Incentive Award shall be determined based upon linear interpolation. [Subject to the calendar year limitation set forth in Section 3.3(c) of the Plan, if actual [___] above the Maximum for the [201_] Plan Year, the Cash Incentive Award shall be determined based upon linear extrapolation.]

The Cash Incentive Award with respect to the other Performance Metrics, if any, shall be calculated in the same manner (as described in the immediately preceding paragraph) as the Cash Incentive Award with respect to the [___] Performance Metric.

[201_] Plan Year Performance Criteria and Cash Incentive Percentages



Performance Metric	Weighting	Minimum	Target	Maximum	Actual Performance Result	Achievement Percentage
[___]	[___]	$__.__	$__.__	$__.__	$__.__	____%
[___]	[___]	__%	__%	__%	__%	____%
[___]	[___]	__%	__%	__%	__%	____%
Total [201_] Plan Year Cash Incentive Award Amount as a percentage of the Target Award						____%

Cash Incentive Award Opportunities (as % of Target Award)



	[___] ( [___] %)	[___] ( [___] %)	[___] ( [___] %)
Minimum	__%	__%	__%
Target	__%	__%	__%
Maximum [or above]	__%	__%	__%